Q: I
currently own a business with one partner. Due to our contrasting
visions for our company, the business is not growing. My partner is
happy with the status quo, while I want to grow and bring in
investors. We are at an impasse, and I grow frustrated. Would it be
wrong for me to start a another business and bow out of this one?
Our current operating agreement does not prevent either party from
starting a similar business. And if I do go off on my own,
what's the best way to contact angel investors or find a pool
of investors to whom I can present my business plan?

A:
Partnerships can so hazardous to a business's health, as you
undoubtedly now know. The key is to protect yourself before you get
into the situation you're currently in. It sounds as though you
and your partner are having irreconcilable differences. So now you
need to ask yourself, Whose view of this business is more
realistic-yours or your partner's? Does this business actually
have the growth potential you think it does? If you think it truly
does, then where do you intend to find the investors you need to
grow the business?

Your second question asked about angels. That is certainly an
option (see "An Explanation
of Angel Investors" for more on this topic)-but in
today's recessionary environment, money is very hard for
entrepreneurs to come by. Can you grow the business without an
outside influx of cash? How much cash do you actually need? If you
can resolve or get around the financing question, then the question
is, instead of you selling out to your partner, should you buy him
out? Would this be cheaper in the long run than launching an
entirely new enterprise?

Let's say you do decide to start all over again. From your
letter, it seems you want to start a business in the same field as
your current one. Although you say there is nothing legally
prohibiting you from doing this, there's a lot that needs to be
addressed here. Which company gets the "rights" to which
clients? What "trade secrets" will you take with you? (In
many cases, the courts say you can't take any.) What about
current employees? Who gets custody? How will you and your former
partner explain the breakup? Frankly, it's hard to imagine how
this won't get ugly.

If you are certain that this relationship is over, than you have
to do something. You can't stay in a situation where you're
unhappy or uncomfortable. I recommend you seek the advice of an
attorney who can protect you and your assets and can negotiate the
strongest deal possible.

I realize that much of what I've written, with some slight
changes, could appear in a women's magazine about saving a
dying marriage. But that's precisely what a partnership is
like: a marriage. Next time (if there is a next time), protect
yourself before you get burned. Potential partners need to
have long discussions before the business starts. When seeking a
partner, look for someone who will make you a better, smarter
business owner-someone who has strengths where you're weak and
vice versa. And make sure you share the same work ethic and goals.
Obviously, in your case, you and your partner have vastly different
goals. It would have been better to learn this earlier, before you
invested so much in your business.

I would also recommend that anyone entering a partnership
agreement have a legal document discussing what happens if the
partnership isn't working-who will get the option to buy the
other out, etc. It's much like a prenuptial agreement, and it
can prevent headaches later. Obviously, it's too late for that
now. For now, you need to make sure you would be better off walking
than trying to buy out your partner. Good luck.

Rieva Lesonsky is a small-business expert and a senior vice
president and editorial director at Entrepreneur Media Inc.

The opinions expressed in this column are those
of the author, not of Entrepreneur.com. All answers are intended to
be general in nature, without regard to specific geographical areas
or circumstances, and should only be relied upon after consulting
an appropriate expert, such as an attorney or
accountant.